Power of Attorney Guidelines You as a current participant, beneficiary or retiree may have a need at some point to authorize an agent to act on your behalf to make decisions or take action concerning your benefit transactions with ConocoPhillips (the “Company”). If this situation arises, the Company will accept a power of attorney (POA) to authorize someone other than yourself (an agent) to act for you. The Company has certain requirements that must be included in the POA before it can approve your authorized agent to act.
To assist you in ensuring that your POA will most likely be approved by the Company, the following guidelines have been provided. These guidelines are provided to assist you when you are preparing your POA and do not constitute legal advice. The Company does not provide legal advice concerning POAs.
Your POA must be durable. For most states, this simply means that you must include in the POA document a paragraph that describes the validity of the POA should you become incapacitated or disabled following the execution of the POA document. Language such as “This Power of Attorney shall not be affected by my subsequent disability or incapacity,” or “This Power of Attorney becomes effective upon my incapacity or disability” or similar words showing your intention is acceptable.
Most states have adopted the Statutory Durable Power of Attorney form. This is a form that has been designed to meet the legal requirements of most states. You are not required to use this form but its use generally ensures that your POA will be processed without being rejected.
Besides being durable, your POA should be properly executed. Although most states may have different requirements concerning the execution of the POA document, if you have the POA document witnessed and notarized the execution will most likely not be questioned. Also, keep in mind that most but not all states require that the notary seal be visible. Some states only require two witnesses unrelated to you to attest that you were of sound mind at the time of the execution. But once again, if you have your POA signed before two competent witnesses and have the document properly notarized, your POA will most likely not be denied for improper execution.
POA documents that include language that permits the agent the authority to take any and all actions involving your benefit transactions is often overlooked. Many POAs must be denied because they were drafted only to handle the property of the individual granting the POA. This doesn’t include the personal decision making powers relating to your benefits transactions. Be mindful of this when drafting your POA to either specifically include language addressing your benefit transactions or to have a POA that makes it your clear intention that the agent may act on your behalf with respect to all type of decisions and transactions. Because it is often difficult to think of each and every action you would like to authorize your principal to take, using a form that has been approved by your state as a statutory form POA will cover most everything.
If you are naming your spouse as your agent in the POA document and you later become divorced, your spouse will no longer be permitted to act on your behalf.
It is a good idea to name a successor agent. This ensures that your delegation of power will continue even after a divorce or the death or incapacity of your primary agent.
Also when naming more than one agent to act on your behalf, you must always indicate whether those individuals must act jointly or can act independent of one another.
The Company is very cautious when reviewing a POA to determine if the agent may be permitted to change any beneficiary designation that you prepared prior to execution of a POA. In all cases, the company will not permit the agent to change a beneficiary designation naming themselves as the beneficiary unless they were a beneficiary named prior to the execution of a POA unless the POA grants that authority and in some states an agent may not change a beneficiary designation unless the POA specifically grants that authority.
The agency relationship that exists in a POA is one that expects that an agent that you designate will not use the power that you have given them for their own benefit. This means that your agent is your fiduciary and must act solely in your best interest. Therefore, unless the agent was your previously named beneficiary or you grant that specific power within the POA document, your agent will not be permitted to make beneficiary designation changes.
Although not required a POA is viewed more favorable if it includes language that if a third party relies on the POA in good faith that you as the Principal will hold the third party harmless from any damage from that reliance.
The POA guidelines are provided for general informational purposes only and do not constitute legal advice by the Company. If you have any questions concerning a POA, you should consult with your own legal counsel.